Common use of Material Changes; Undisclosed Events, Liabilities or Developments Clause in Contracts

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed set forth in our the SEC Reports, since the date of the latest audited most recent financial statements of the Company included within or incorporated by reference in the SEC ReportsRegistration Statement and the Prospectus Supplement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreementsequity plans disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or and except as set forth on Schedule 3.1(i)disclosed in SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed set forth in a subsequent SEC Report filed prior to the date hereof: Registration Statement and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) except as disclosed in the SEC Reports, the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: General Disclosure Package and the Prospectus, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or AffiliateAffiliate (as defined below), except pursuant to existing Company stock option plansequity incentive plans or as set forth in the Registration Statement, employment agreements or director’s agreementsthe General Disclosure Package and the Prospectus. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Registered Securities and Representative’s Warrants contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsOffering Statement, except as specifically disclosed in a subsequent SEC Report filed filing made with the Commission prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting except as may be required or permitted by GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as disclosed in the Offering Statement, employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)the Offering Statement and the Transaction Documents, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Base Prospectus or as set forth on Schedule 3.1(i)disclosed in the Base Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity plans and employee stock option purchase plans, employment agreements or director’s agreementsand the issuance of Common Stock Equivalents as disclosed in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed on or prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing the Company equity incentive plans or employee stock option plans, employment agreements or director’s agreementspurchase plan. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)in the Prospectus Supplement or SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: Registration Statement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed set forth in a subsequent SEC Report filed prior to the date hereof: Registration and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: Effective Date or in the Registration Statement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except for confidential treatment requests described in the SEC Reports, employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares and Common Stock contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries Subsidiary or their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to on or before the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses or other liabilities (contingent or otherwise) incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered altered, in any material respects, its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed in a subsequent SEC Report filed at least one Trading Day prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws if the Company were publicly offering securities pursuant to an effective registration statement under the Securities Act at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a the Company’s subsequent SEC Report Reports filed prior to the date hereof: (i) , there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (iii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iiiii) the Company has not altered its method of accountingaccounting in any material respect, (iviii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (viv) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreementsEquity Incentive Plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionSEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock other than regular dividends on outstanding shares of the Company’s preferred stock in accordance with its terms and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP generally accepted accounting principles or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionCommission and (C) non-cash accounting measures that have effect of reducing shareholder equity, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Base Prospectus or as set forth on Schedule 3.1(i)disclosed in the Base Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement and the Prospectus: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at laws. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least 1 Trading Day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement and the Prospectus: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at laws. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, since January 1, 2021, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least 1 Trading Day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed the SEC Report containing such audited financial statements or in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement and the Prospectus: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at laws. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, since January 1, 2019, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least 1 Trading Day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed set forth in a subsequent the SEC Report filed prior to the date hereof: Filings, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option or omnibus incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed set forth in a subsequent SEC Report Filing filed at least one (1) Trading Day prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (Aa) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (Bb) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to the holders of its stockholders Common Stock or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws if the Company were publicly offering securities pursuant to an effective registration statement under the Securities Act at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, or as otherwise set forth herein: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , or as set forth on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not altered its method of accounting, (iii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), to the best of the Company’s knowledge, no material event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and set forth in Schedule 6(n) hereto, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP generally accepted accounting principles or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock shares option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Placement Shares contemplated by this Agreement or as set forth on Schedule 3.1(i6(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Time of Sale Disclosure Package or as set forth on Schedule 3.1(i)disclosed in the Time of Sale Disclosure Package, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or except as disclosed on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i) or as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into each Registration Statement and the SEC ReportsProspectus, except as specifically disclosed set forth in a subsequent SEC Report filed prior to each Registration Statement and the date hereof: Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP generally accepted accounting principles or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Preliminary Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Preliminary Prospectus or as set forth on Schedule 3.1(i)disclosed in the Preliminary Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Preliminary Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Time of Sale Disclosure Package or as set forth on Schedule 3.1(i)disclosed in the Time of Sale Disclosure Package, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Prospectus and the Prospectus Supplement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report Reports filed prior to the date hereof and in the draft of the Prospectus Supplement provided to the Purchasers prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement at the time this representation is made or as set forth on Schedule 3.1(i)deemed made, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made or thereafter that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is madehereof.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed set forth in a subsequent the SEC Report filed prior to the date hereof: Filings, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option or omnibus incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no material event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except Other than as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Affiliate other than equity awards pursuant to the Company’s existing Company stock option plans, employment agreements plans or director’s agreementsother equity award plan. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportson Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any issued shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the Registration Statement, the Prospectus, except as set forth in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) neither the Company nor any Subsidiary has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock share option or omnibus incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC the Current Report filed prior to the date hereof: on Form 8-K dated June 23, 2021, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionSEC and (C) depending upon timing, the merchant account loan, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements equity incentive plans or director’s agreementsupon conversion of previously outstanding securities. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportson Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, the Company has operated its business in the ordinary course and, except as specifically disclosed in a subsequent SEC Report filed or furnished prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreementsshare incentive plans and as may be issued and sold pursuant to this Agreement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(h), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i3.1(h), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed set forth in a subsequent SEC Report filed prior to the date hereof: Registration Statement and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or (C) liabilities disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed filed, or a Company press release issued, prior to the date hereof: hereof and except as set for on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed in a subsequent SEC Report filed at least one Trading Day prior to the date hereof: hereof or provided on Disclosure Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws if the Company were publicly offering securities pursuant to an effective registration statement under the Securities Act at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent the Registration Statement and Prospectus (including in any SEC Report filed prior to the date hereof: Reports incorporated by reference therein), (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement and Prospectus (including in any SEC Reports incorporated by reference therein), the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except or as specifically otherwise disclosed in a subsequent the SEC Report filed prior Reports or may be disclosed in the Prospectus from time to time by the Company after the date hereof: of this Agreement, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse EffectChange, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's financial statements pursuant to GAAP IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option option, stock purchase, or equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made or deemed made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or the date of a Subsequent Closing, as applicable: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option option, stock compensation and independent director compensation plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made or deemed made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed provided in our SEC ReportsSchedule 3.1(bb), since the date of the latest audited financial statements Financial Statements included within in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed with the SEC prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in have a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements Financial Statements pursuant to GAAP or disclosed in filings made with the CommissionSEC Reports pursuant to SEC rules and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Prospectus and the Prospectus Supplement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or except as disclosed in Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as reflected or specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansequity incentive plans or as set forth in the Registration Statement, employment agreements or director’s agreementsthe General Disclosure Package and the Prospectus. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is 4878-6125-6192.1 made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof and except in connection with this Agreement or the Exchange: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock shares, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement Agreement, the Exchange or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 3 Trading Day Days prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed in a subsequent SEC Report filed at least one Trading Day prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as disclosed in Schedule 3.1(i), employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws if the Company were publicly offering securities pursuant to an effective registration statement under the Securities Act at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 6.G., since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse EffectEffect on the Buyer, (ii) the Company Buyer has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyBuyer’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company Buyer has not altered its method of accounting, (iv) the Company Buyer has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company Buyer has not issued any equity securities to any officer, director or Affiliate, except pursuant to the Buyer’s existing Company stock option plans, employment agreements or director’s agreements. The Company Buyer does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company Buyer or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company Buyer under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day one (1) business day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed with the SEC prior to the date hereof or in Schedule 3(i) hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements Financial Statements pursuant to GAAP or disclosed in filings made with the CommissionSEC Reports pursuant to SEC rules and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, set forth on Schedule 2.8 since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or Schedule 2.9: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as set forth on Schedule 2.9, employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)2.9, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development development, including changes generally affecting the Company’s or Subsidiaries’ or the VIE’s industries, that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or the VIE or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Other than as set forth on Schedule 3.1(i), the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed set forth in a subsequent SEC Report Filing filed at least three (3) Trading Days prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (Aa) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (Bb) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to the holders of its stockholders Common Stock or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws if the Company were publicly offering securities pursuant to an effective registration statement under the Securities Act at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not altered its method of accounting, (iii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), to the best of the Company’s knowledge, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: Effective Date or in the Registration Statement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and settlement agreements related to liabilities and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except for confidential treatment requests described in the SEC Reports, employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares and Common Stock contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries Subsidiary or their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to on or before the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the Company’s latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed or furnished prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock shares and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plansincentive plans and pursuant to the Company’s offering of special warrants on December 31, employment agreements or director’s agreements2008. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Notes, Shares, Warrants and Warrant Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)disclosed in the SEC Reports, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists, or is reasonably expected to occur or exist, exists with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect except as otherwise required pursuant to GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements and incentive plans or director’s agreementsawards. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Prospectus and the Prospectus Supplement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Closing Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed provided in our SEC ReportsSchedule 3.1(gg), since the date of the latest audited financial statements Financial Statements included within in the SEC Reports, except as specifically disclosed in a subsequent SEC Public Report filed with the SEC prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Borrower has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyBorrower’s financial statements Financial Statements pursuant to GAAP or disclosed in filings made with the CommissionPublic Reports pursuant to SEC rules and/or regulations, (iii) the Company Borrower has not altered its method of accounting, (iv) the Company Borrower has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company Borrower has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company Borrower stock option plans, employment agreements or director’s agreements. The Company Borrower does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company Borrower or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company Borrower under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed provided in our SEC ReportsSchedule 3.1(gg), since the date of the latest audited financial statements Financial Statements included within in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed with the SEC prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements 's Financial Statements pursuant to GAAP or disclosed in filings made with the CommissionSEC Reports pursuant to SEC rules and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of period covered by the latest audited financial statements included within the SEC ReportsHeatwurx Financial Statements, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports or Schedule , (i) there has been no event, occurrence or development that has had or that could reasonably be expected expected, individually or in the aggregate, to result in or cause a Heatwurx Material Adverse Effect, (ii) the Company Heatwurx has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commissionpractice, (iii) the Company Heatwurx has not altered its method of accounting, (iv) the Company Heatwurx has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock stock, and (v) the Company Heatwurx has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities transactions contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company Heatwurx or its Subsidiaries or their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made result in or deemed made that cause a Heatwurx Material Adverse Effect. Heatwurx has not been publicly disclosed at least 1 Trading Day prior taken any steps, and does not currently expect to the date take any steps, to seek protection pursuant to any bankruptcy or similar law nor does Heatwurx have any knowledge or reason to believe that this representation is madeits creditors intend to initiate involuntary bankruptcy or similar proceedings.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed or furnished prior to the date hereof: hereof or in Section 3.1(i) of the Disclosure Schedules, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreementsplans and as may be issued and sold pursuant to this Agreement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Form 10-K, Form 10-Q or Form 8-K filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Parent has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyParent’s financial statements pursuant to US GAAP or disclosed in filings made with the CommissionSEC, (iii) the Company Parent has not altered its method of accounting, (iv) the Company Parent has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company Parent has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements Parent equity compensation plans and (vi) no officer or director’s agreementsdirector of the Parent has resigned from any position with the Parent. The Company Parent does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities Parent Common Stock contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company Parent or its Subsidiaries any Subsidiary or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company Parent under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day 4 business days prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionSEC Reports, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements equity incentive plans and (vi) no executive officer of the Company or director’s agreementsa member of the Board has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3.1(l), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans or as a condition of entering into an employment agreements or director’s agreementsagreement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i3.1(l), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), and other than with respect to Diagnostics, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), and the Merger. no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or except as disclosed in Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , or except as disclosed in Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Time of Sale Disclosure Package or as set forth on Schedule 3.1(i)disclosed in the Time of Sale Disclosure Package, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables accounts payable and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: on which this representation is being made, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plansequity incentive plans and the Company’s 401(k) plan, employment agreements and (vi) no executive officer of the Company or director’s agreementsmember of the Board has resigned from any position with the Company, except for an executive officer of the Company for which public disclosure of such resignation is not required by Regulation S-K under the Exchange Act. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth on Schedule 3.1(i)in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as set forth or reflected in the SEC Reports, employment agreements or director’s agreements. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or in the Registration Statement: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) except in connection with the conversion of the Company’s 5% Series B Convertible Preferred Stock and 5% Series C Convertible Preferred Stock, the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or Agreement, the issuance of a warrant to Xxxxxx & Xxxxxxx, LLC as compensation for its services as placement agent, and as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 4(k)(i), since the date of the latest audited financial statements included within the SEC ReportsDocuments, except as specifically disclosed in a subsequent SEC Report Document filed prior to the date hereofhereof or, with respect to the Closing Date, prior to the Closing Date, or, with respect to the Warrant Closing Date, prior to the Warrant Closing Date: (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Apricus Material Adverse Effect, (ii) the Company Apricus has not incurred any liabilities (contingent or otherwise) other than (A) trade payables accounts payable and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s Apricus' financial statements pursuant to GAAP or disclosed in filings made with the CommissionSEC, (iii) the Company Apricus has not altered its method of accounting, (iv) the Company Apricus has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company Apricus has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company Apricus stock option plans, employment agreements or director’s agreements. The Company Apricus does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i4(k)(ii), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company Apricus or its Apricus Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company Apricus under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is madehereof.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionCommission and (C) liabilities disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or or, except as disclosed in the SEC Reports, made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for with respect to the issuance material terms and conditions of the Securities transactions contemplated by this Agreement or as set forth on Schedule 3.1(i)and the transaction described in the Investor Presentation, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is madedisclosed.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to or a Section 16 filing made by an officer or director of the date hereof: Company, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans, employee stock purchase plans or stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as otherwise contemplated by this Agreement or as specifically disclosed in a subsequent the SEC Report filed prior to Reports, the date hereof: Prospectus Supplement or the Prospectus Supplement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, accounting and (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 of the Securities Act), except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)in the Prospectus Supplement or the Prospectus, or as otherwise disclosed to the Purchasers, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists, or is reasonably expected to occur or exist, exists with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one Trading Day prior to the date that this representation is made.. Cell Therapeutics, Inc.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3.1(f), (i) there has been no event, occurrence or development development, including changes generally affecting the Company’s or Subsidiaries’ industries, that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i3.l(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Other than as set forth on Schedule 3.1(i), the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Base Prospectus or as set forth on Schedule 3.1(i)disclosed in the Base Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or as set forth on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made or deemed made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed or furnished prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionCommission and (C) any liability not reasonably expected to have a Material Adverse Effect, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock Common Shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businessesbusiness, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reportsset forth on Schedule 3.1(j), since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, employment agreements plans and (vi) no officer or director’s agreementsdirector of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the Registration Statement, and the Prospectus and the Prospectus Supplement, except as set forth in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option or omnibus incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, set forth under Schedule 3.3(i) since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Purchaser has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyPurchaser’s financial statements pursuant to GAAP IFRS or disclosed in filings made with the Commission, (iii) the Company Purchaser has not altered its method of accounting, (iv) the Company Purchaser has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital stock and (v) the Company Purchaser has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock Purchaser share option plans, employment agreements or director’s agreements. The Company Purchaser does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company Purchaser or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company Purchaser under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and incorporated into the Base Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity based compensation plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement the Base Prospectus or as set forth on Schedule 3.1(i)disclosed in the Base Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within the SEC Reports, except as reflected or specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansequity incentive plans or as set forth in the Registration Statement, employment agreements or director’s agreementsthe General Disclosure Package and the Prospectus. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i)Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made, other than certain disclosure related to the issuance of securities in connection with the Concurrent Private Placement.

Material Changes; Undisclosed Events, Liabilities or Developments. Except as disclosed in our SEC Reports, since Since the date of the latest audited financial statements included within most recently filed periodic report under the SEC ReportsExchange Act, except as specifically disclosed in a subsequent SEC Report filed or furnished prior to the date hereof: hereof or as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the CommissionSEC Reports, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, employment agreements or director’s agreements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth in the SEC Reports or on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists, exists or is reasonably expected to occur or exist, exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 one (1) Trading Day prior to the date that this representation is made.